Exhibit 10.41
 BEARINGPOINT INC.
 MANAGING DIRECTOR DEFERRED COMPENSATION PLAN
 Amended and Restated Effective December 31, 2008




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TABLE OF CONTENTS
 ARTICLE 1 Definitions
    
    
    1ARTICLE 2 Selection, Enrollment, Eligibility
    
    
    52.1 Selection by Committee
    
    
    52.2 Enrollment Requirements
    
    
    52.3 Eligibility; Commencement of Participation
    
    
    52.4 Termination of Participation and/or Deferrals
    
    
    5ARTICLE 3 Deferral Commitments/Employer Matching/Crediting/Taxes
    
    
    63.1 Minimum/Maximum Deferrals
    
    
    63.2 Election to Defer; Effect of Election Form
    
    
    63.3 Withholding of Annual Deferral Amounts
    
    
    63.4 Employer Matching Amount
    
    
    63.5 Investment of Trust Assets
    
    
    63.6 Vesting
    
    
    73.7 Crediting/Debiting of Account Balances
    
    
    73.8 FICA and Other Taxes
    
    
    83.9 Distributions
    
    
    9ARTICLE 4 Hardship Withdrawal
    
    
    94.1 Withdrawal Payout for Hardship
    
    
    9ARTICLE 5 Distributions & Death Benefits
    
    
    95.1 Timing of Distributions
    
    
    95.2 Form of Distributions
    
    
    95.3 Distribution Elections
    
    
    105.4 Death Benefits
    
    
    105.5 Specified Employees
    
    
    105.6 No Acceleration of Benefit Payments
    
    
    11ARTICLE 6 Disability Benefit
    
    
    116.1 Disability Benefit
    
    
    11ARTICLE 7 Beneficiary Designation
    
    
    117.1 Beneficiary
    
    
    117.2 Beneficiary Designation and Change of Beneficiary
    
    
    117.3 Acknowledgment
    
    
    117.4 No Beneficiary Designation
    
    
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7.5 Doubt as to Beneficiary
    
    
    117.6 Discharge of Obligations
    
    
    12ARTICLE 8 Leave of Absence
    
    
    128.1 Paid Leave of Absence
    
    
    128.2 Unpaid Leave of Absence
    
    
    12ARTICLE 9 Termination, Amendment or Modification, Change in Control
    
    
    129.1 Termination
    
    
    129.2 Amendment
    
    
    139.3 Change in Control
    
    
    139.4 Effect of Payment
    
    
    13ARTICLE 10 Administration
    
    
    1310.1 Committee Duties
    
    
    1310.2 Administration Upon Change In Control
    
    
    1310.3 Agents
    
    
    1410.4 Binding Effect of Decisions
    
    
    1410.5 Indemnity of Committee
    
    
    1410.6 Employer Information
    
    
    14ARTICLE 11 Other Benefits and Agreements
    
    
    1411.1 Coordination with Other Benefits
    
    
    14ARTICLE 12 Claims Procedures
    
    
    1512.1 Presentation of Claim
    
    
    1512.2 Notification of Decision
    
    
    1512.3 Review of a Denied Claim
    
    
    1512.4 Decision on Review
    
    
    1612.5 Legal Action
    
    
    16ARTICLE 13 Trust
    
    
    1613.1 Establishment of the Trust
    
    
    1613.2 Interrelationship of the Plan and the Trust
    
    
    1613.3 Distributions From the Trust
    
    
    1613.4 Stock Transferred to the Trust
    
    
    16ARTICLE 14 Miscellaneous
    
    
    1714.1 Status of Plan
    
    
    1714.2 Unsecured General Creditor
    
    
    1714.3 Employers Liability
    
    
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14.4 Nonassignability
    
    
    1714.5 Not a Contract of Employment
    
    
    1714.6 Furnishing Information
    
    
    1714.7 Terms
    
    
    1814.8 Captions
    
    
    1814.9 Governing Law
    
    
    1814.10 Notice
    
    
    1814.11 Successors
    
    
    1814.12 Validity
    
    
    1814.13 Incompetent
    
    
    1814.14 Court Order
    
    
    1814.15 Trust
    
    
    1914.16 Legal Fees To Enforce Rights After Change in Control
    
    
    1914.17 Section 409A Compliance
    
    
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BEARINGPOINT, INC.
 MANAGING DIRECTOR DEFERRED COMPENSATION PLAN
  Purpose
   ARTICLE 1  Definitions




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ARTICLE 2  Selection, Enrollment, Eligibility
 Selection by Committee
 Enrollment Requirements.
 Eligibility; Commencement of Participation.
 Termination of Participation and/or Deferrals
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ARTICLE 3  Deferral Commitments/Employer Matching/Crediting/Taxes
 Minimum/Maximum Deferrals.
 Election to Defer; Effect of Election Form.
 (a)
    
    First Plan Year. In connection with a Participants commencement of participation
in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in
which the Participant commences participation in the Plan, along with such other elections as
the Committee deems necessary or desirable under the Plan. For these elections to be valid, the
Election Form must be completed and signed by the Participant, timely delivered to the
Committee (in accordance with Section 2.2 above), and accepted by the Committee.(b)
    
    Continuing Effectiveness of Election Forms. The Committee may require a new
enrollment at any time or may provide that, once submitted, a Participants Election Form shall
continue in effect for subsequent Plan Years unless the Participant timely submits a new
Election Form before the end of the Plan Year preceding the Plan Year for which the new
election is made. The Committee shall maintain an open enrollment period preceding each Plan
Year in order to allow Participants to submit new Election Forms. A new Election Form timely
submitted shall revoke all prior Election Forms submitted by the Participant.(c)
    
    Timing of Election Forms. To be effective for any Plan Year, an Election Form must
be received by the Committee prior to January 1 of the Plan Year to which it relates.
 Withholding of Annual Deferral Amounts
 Employer Matching Amount
 Investment of Trust Assets.
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Vesting.
 Crediting/Debiting of Account Balances
 (a)
    
    Election of Measurement Funds. A Participant, in connection with his or her
initial deferral election in accordance with Section 3.2(a) above, shall elect, on the Election
Form, one or more Measurement Fund(s) (as described in Section 3.7(c) below) to be used to
determine the additional amounts to be credited to his or her Account Balance when the
Participant commences participation in the Plan and continuing thereafter for each subsequent
business day in which the Participant participates in the Plan, unless changed in accordance
with the next sentence. Commencing with the business day that follows the Participants
commencement of participation in the Plan and continuing thereafter for each subsequent
business day in which the Participant participates in the Plan, the Participant may (but is not
required to) elect, by submitting an Election Form to the Committee that is accepted by the
Committee, to reallocate among the available Measurement Fund(s) to be used to determine the
additional amounts to be credited to his or her Account Balance, or to change the portion of
his or her Account Balance allocated to each previously or newly elected Measurement Fund. If
an election is made in accordance with the previous sentence, it shall apply as soon as
administratively possible and shall continue thereafter for each subsequent business day in
which the Participant participates in the Plan, unless changed in accordance with the previous
sentence.(b)
    
    Proportionate Allocation. In making any election described in Section 3.7(a)
above, the Participant shall specify on the Election Form, in increments of one percentage
point (1%), the percentage of his or her Account Balance to be allocated to a Measurement Fund
(as if the Participant was making an investment in that Measurement Fund with that portion of
his or her Account Balance).(c)
    
    Measurement Funds. The Participant may elect one or more measurement funds (the
Measurement Funds) for the purpose of crediting additional amounts to his or her Account
Balance. The Committee shall, in its sole discretion, select, discontinue, substitute or add a
Measurement Fund at any time. Subject to the shareholders of the Company approving the use of
Stock under the Plan, the Committee may offer a BearingPoint, Inc. Stock Fund (the Stock
Fund) as a Measurement Fund.(d)
    
    Crediting or Debiting Method. The performance of each elected Measurement
Fund (either positive or negative) will be determined by the Committee, in its
reasonable discretion, based on the performance of the Measurement Funds themselves.
A Participants Account balance shall be credited or debited on a
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daily basis based on the performance of each Measurement Fund selected by the
Participant for the Account Balance, as determined by the Committee in its sole
discretion, as though (i) a Participants Account Balance were invested in the
selected or required Measurement Fund(s) in the percentages applicable to such
business day, as of the close of business on the business day, at the closing price
on such date; (ii) the portion of the Annual Deferral Amount that was actually
deferred as of the business day was invested in the Measurement Fund(s) selected by
the Participant, in the percentages applicable to such business day, as soon as
administratively possible after the day on which such amounts are actually deferred
from the Participants Annual Base Salary through reductions in his or her payroll;
and (iii) any distribution made to a Participant that decreases such Participants
Account Balance ceased being invested in the Measurement Fund(s), in the percentages
applicable to such business day, as soon as administratively possible. The
Participants Employer Matching Amount, if any, shall be credited to his or her
Employer Matching Account for purposes of this Section 3.7(d) on the date selected
by the Committee in its sole and absolute discretion.(e)
    
    Special Rule for Account Balance Deemed Invested in Stock . Notwithstanding any
provision of this Plan that may be construed to the contrary, the portion of the Participants
Account Balance allocated to the Stock Fund must at all times prior to distribution be
allocated to the Stock Fund.(f)
    
    No Actual Investment. Notwithstanding any other provision of this Plan that may
be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes
only, and a Participants election of any such Measurement Fund, the allocation of his or her
Account Balance thereto, the calculation of additional amounts and the crediting or debiting
of such amounts to a Participants Account Balance shall not be considered or construed in any
manner as an actual investment of his or her Account Balance in any such Measurement Fund. In
the event that the Employer or the Trustee (as that term is defined in the Trust), in its own
discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a
Participants Account Balance shall at all times be a bookkeeping entry only and shall not
represent any investment made on his or her behalf by the Employer or the Trust; the
Participant shall at all times remain an unsecured creditor of the Employer.
 FICA and Other Taxes.
 (a)
    
    Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is
being withheld from a Participant, the Participants Employer(s) shall withhold from that
portion of the Participants Annual Base Salary that is not being deferred, in a manner
determined by the Employer, the Participants share of FICA and other employment taxes on such
Annual Deferral Amount. If necessary, the Committee shall reduce the Deferral Account in order
to comply with this Section 3.8 to the extent permitted under Treasury Regulation
1.409A-3(j)(4)(vi).
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(b)
    
    Employer Matching Account. When a Participant becomes vested in a portion of his or
her Employer Matching Account, the Employer shall withhold from the Participants Annual Base
Salary that is not deferred, in a manner determined by the Employer, the Participants share of
FICA and other employment taxes on such vested portions of his or her Employer Matching
Account. If necessary, the Committee may reduce the vested portion of the Participants
Employer Matching Account, as the case may be, in order to comply with this Section 3.8.
 Distributions
 ARTICLE 4  Hardship Withdrawal
 Withdrawal Payout for Hardship
 ARTICLE 5  Distributions & Death Benefits
 Timing of Distributions
 Form of Distributions
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(a)
    
    Lump Sum. A single lump sum payment; and(b)
    
    Installments. Substantially equal annual installment payments for a period not less
than two (2) years and not exceeding fifteen (15) years. Subject to Section 5.5, the first
installment payment shall be made within 30 days after the Participants vested Account Balance
initially becomes payable, or as soon as administratively practicable thereafter. Successive
installment payments shall be made on or about January 31 of the Plan Year after the Plan Year
in which the first installment payment has been made and on each succeeding January 31 for the
remainder of the installment term. For distributions of a Participants Account Balance in
installments, the remaining unpaid Account Balance shall be credited or debited in accordance
with Section 3.7. If a Participant dies before the completion of all scheduled installment
payments, his or her remaining vested Account Balance shall be distributed in accordance with
Section 5.4.
 Distribution Elections.
 (a)
    
    Election at Commencement. In connection with a Participants commencement of
participation in the Plan, the Participant must complete a Distribution Election Form at the
time when the Participant commences participation in the Plan. For the Distribution Election
Form to be valid, the Distribution Election Form must be completed and signed by the
Participant, timely delivered to the Committee (in accordance with Section 2.2 above), and
accepted by the Committee. If a Participant fails to complete a Distribution Election Form, the
Participant will be deemed to have elected a single lump sum payment.(b)
    
    Election Form Irrevocable. Once submitted, a Participants Distribution Election
Form is irrevocable and shall continue in effect for all subsequent Plan Years.(c)
    
    Separate Forms for Separate Events. A Participant may elect different forms of distribution
with respect to payments to be made at Termination of Employment or at Retirement.
 Death Benefits.
 Specified Employees.
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No Acceleration of Benefit Payments
 ARTICLE 6  Disability Benefit
 Disability Benefit
 ARTICLE 7  Beneficiary Designation
 Beneficiary
 Beneficiary Designation and Change of Beneficiary
 Acknowledgment
 No Beneficiary Designation
 Doubt as to Beneficiary
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Discharge of Obligations
 ARTICLE 8  Leave of Absence
 Paid Leave of Absence
 Unpaid Leave of Absence
 ARTICLE 9  Termination, Amendment or Modification, Change in Control
 Termination
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Amendment
 Change in Control
 Effect of Payment
 ARTICLE 10  Administration
 Committee Duties
 Administration Upon Change In Control
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Agents
 Binding Effect of Decisions
 Indemnity of Committee
 Employer Information
 ARTICLE 11  Other Benefits and Agreements
 Coordination with Other Benefits
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ARTICLE 12  Claims Procedures
 Presentation of Claim
 Notification of Decision
 (a)
    
    that the Claimants requested determination has been made, and that the claim has been
allowed in full; or(b)
    
    that the Committee has reached a conclusion contrary, in whole or in part, to the
Claimants requested determination, and such notice must set forth in a manner calculated to be
understood by the Claimant:
 (i)
    
    the specific reason(s) for the denial of the claim, or any part of it;(ii)
    
    specific reference(s) to pertinent provisions of the Plan upon which such
denial was based;(iii)
    
    a description of any additional material or information necessary for the
Claimant to perfect the claim, and an explanation of why such material or
information is necessary; and(iv)
    
    an explanation of the claim review procedure set forth in Section 12.3 below.
 Review of a Denied Claim
 (a)
    
    may review pertinent documents;(b)
    
    may submit written comments or other documents; and/or(c)
    
    may request a hearing, which the Committee, in its sole discretion, may grant.
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Decision on Review
 (a)
    
    specific reasons for the decision;(b)
    
    specific reference(s) to the pertinent Plan provisions upon which the decision was based;
and(c)
    
    such other matters as the Committee deems relevant.
 Legal Action
 ARTICLE 13  Trust
 Establishment of the Trust
 Interrelationship of the Plan and the Trust
 Distributions From the Trust
 Stock Transferred to the Trust
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ARTICLE 14  Miscellaneous
 Status of Plan
 Unsecured General Creditor
 Employers Liability
 Nonassignability
 Not a Contract of Employment
 Furnishing Information
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Terms
 Captions
 Governing Law
 Notice
 
   Successors
 Validity
 Incompetent
 Court Order
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Trust
 Legal Fees To Enforce Rights After Change in Control
 Section 409A Compliance
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